{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1078.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1078.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1078.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1078.html"}],"law_id":73065,"edition_id":1,"section_id":73065,"structure_id":13975,"section_number":"13.1-1078","catch_line":"Surrender of articles of organization upon domestication","history":"2006, c. 912; 2009, c. 201; 2016, c. 288.","full_text":"A\n\nWhenever a domestic limited liability company has approved, in the manner required by this article, a plan of domestication providing for the limited liability company to be domesticated under the laws of another jurisdiction, the limited liability company shall deliver to the Commission for filing articles of organization surrender setting forth:1\n\nThe name of the limited liability company immediately before the filing of the articles of organization surrender;2\n\nThe jurisdiction in which the limited liability company is to be domesticated and the name of the limited liability company upon its domestication under the laws of that jurisdiction;3\n\nThe plan of domestication;4\n\nA statement that the plan of domestication was adopted by the limited liability company in accordance with § 13.1-1076;5\n\nA statement that the articles of organization surrender are being filed in connection with the domestication of the limited liability company as a foreign limited liability company to be organized under the laws of another jurisdiction and that the limited liability company is surrendering its certificate of organization under the laws of this Commonwealth;6\n\nA statement that the limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was organized in the Commonwealth;7\n\nA mailing address to which the clerk may mail a copy of any process served on him under subdivision 6; and8\n\nA commitment by the limited liability company to notify the clerk of the Commission in the future of any change in the mailing address of the limited liability company.B\n\nIf the Commission finds that the articles of organization surrender comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization surrender.C\n\nThe limited liability company shall automatically cease to be a domestic limited liability company when the certificate of organization surrender becomes effective.D\n\nIf the former domestic limited liability company intends to continue to transact business in the Commonwealth, then, within thirty days after the effective date of the certificate of organization surrender, it shall deliver to the Commission an application for a certificate of registration to transact business in the Commonwealth pursuant to § 13.1-1052 together with a copy of its instrument of domestication and articles of organization and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose laws it is organized or domesticated.","order_by":null,"text":{"0":{"id":263085,"text":"Whenever a domestic limited liability company has approved, in the manner required by this article, a plan of domestication providing for the limited liability company to be domesticated under the laws of another jurisdiction, the limited liability company shall deliver to the Commission for filing articles of organization surrender setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":263086,"text":"The name of the limited liability company immediately before the filing of the articles of organization surrender;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":263087,"text":"The jurisdiction in which the limited liability company is to be domesticated and the name of the limited liability company upon its domestication under the laws of that jurisdiction;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":263088,"text":"The plan of domestication;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":263089,"text":"A statement that the plan of domestication was adopted by the limited liability company in accordance with § 13.1-1076;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":263090,"text":"A statement that the articles of organization surrender are being filed in connection with the domestication of the limited liability company as a foreign limited liability company to be organized under the laws of another jurisdiction and that the limited liability company is surrendering its certificate of organization under the laws of this Commonwealth;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":263091,"text":"A statement that the limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was organized in the Commonwealth;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":263092,"text":"A mailing address to which the clerk may mail a copy of any process served on him under subdivision 6; and","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":263093,"text":"A commitment by the limited liability company to notify the clerk of the Commission in the future of any change in the mailing address of the limited liability company.","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"B"},"9":{"id":263094,"text":"If the Commission finds that the articles of organization surrender comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization surrender.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A8","next_prefix":"C"},"10":{"id":263095,"text":"The limited liability company shall automatically cease to be a domestic limited liability company when the certificate of organization surrender becomes effective.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"11":{"id":263096,"text":"If the former domestic limited liability company intends to continue to transact business in the Commonwealth, then, within thirty days after the effective date of the certificate of organization surrender, it shall deliver to the Commission an application for a certificate of registration to transact business in the Commonwealth pursuant to § 13.1-1052 together with a copy of its instrument of domestication and articles of organization and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose laws it is organized or domesticated.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":13975,"edition_id":1,"name":"Domestication","identifier":"14","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:46:28","date_modified":"2026-06-26 03:46:28","permalink":{"id":148523,"object_type":"structure","relational_id":13975,"identifier":"14","token":"13.1\/12\/14","url":"\/13.1\/12\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":81305,"structure_id":13975,"section_number":"13.1-1074","catch_line":"Definitions","url":"\/13.1-1074\/","token":"13.1\/12\/14\/13.1-1074","metadata":false},{"id":76131,"structure_id":13975,"section_number":"13.1-1075","catch_line":"Domestication","url":"\/13.1-1075\/","token":"13.1\/12\/14\/13.1-1075","metadata":false},{"id":55040,"structure_id":13975,"section_number":"13.1-1076","catch_line":"Action on plan of domestication by a domestic limited liability company","url":"\/13.1-1076\/","token":"13.1\/12\/14\/13.1-1076","metadata":false},{"id":67363,"structure_id":13975,"section_number":"13.1-1077","catch_line":"Articles of domestication","url":"\/13.1-1077\/","token":"13.1\/12\/14\/13.1-1077","metadata":false},{"id":73065,"structure_id":13975,"section_number":"13.1-1078","catch_line":"Surrender of articles of organization upon domestication","url":"\/13.1-1078\/","token":"13.1\/12\/14\/13.1-1078","metadata":false},{"id":55526,"structure_id":13975,"section_number":"13.1-1079","catch_line":"Effect of domestication","url":"\/13.1-1079\/","token":"13.1\/12\/14\/13.1-1079","metadata":false},{"id":79733,"structure_id":13975,"section_number":"13.1-1080","catch_line":"Abandonment of domestication","url":"\/13.1-1080\/","token":"13.1\/12\/14\/13.1-1080","metadata":false}],"previous_section":{"id":67363,"structure_id":13975,"section_number":"13.1-1077","catch_line":"Articles of domestication","url":"\/13.1-1077\/","token":"13.1\/12\/14\/13.1-1077","metadata":false},"next_section":{"id":55526,"structure_id":13975,"section_number":"13.1-1079","catch_line":"Effect of domestication","url":"\/13.1-1079\/","token":"13.1\/12\/14\/13.1-1079","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1078\/","history_text":"

This law was first created in 2006. The record of its establishment is cataloged in chapter 912<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2009, chapter 201<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":[{"id":75972,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1052\/"},{"id":55040,"section_number":"13.1-1076","catch_line":"Action on plan of domestication by a domestic limited liability company","order_by":null,"url":"\/13.1-1076\/"}],"permalink":{"id":148541,"object_type":"law","relational_id":73065,"identifier":"13.1-1078","token":"13.1\/12\/14\/13.1-1078","url":"\/13.1-1078\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1078\/","token":"13.1\/12\/14\/13.1-1078","dublin_core":{"Title":"Surrender of articles of organization upon domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1078","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a domestic limited liability company<\/span><\/span> has approved, in the manner required by this article, a plan of domestication<\/span> providing for the limited liability company<\/span> to be domesticated under the laws<\/span> of another jurisdiction<\/span>, the limited liability company<\/span> shall deliver to the Commission<\/span> for filing articles of organization<\/span> surrender setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited liability company<\/span> immediately before the filing of the articles of organization<\/span> surrender; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The jurisdiction<\/span> in which the limited liability company<\/span> is to be domesticated and the name of the limited liability company<\/span> upon its domestication<\/span> under the laws<\/span> of that jurisdiction<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The plan of domestication<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the plan of domestication<\/span> was adopted by the limited liability company<\/span> in accordance with § 13.1-1076<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the articles of organization<\/span> surrender are being filed in connection with the domestication<\/span> of the limited liability company<\/span> as a foreign limited liability company<\/span><\/span> to be organized under the laws<\/span> of another jurisdiction<\/span> and that the limited liability company<\/span> is surrendering its certificate of organization under the laws<\/span> of this Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> A statement that the limited liability company<\/span> revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission<\/span> as its agent for service of process<\/span> in any proceeding based on a cause of action<\/span> arising during the time it was organized in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> A mailing address to which the clerk may mail a copy of any process served on him under subdivision 6; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> A commitment by the limited liability company<\/span> to notify the clerk of the Commission<\/span> in the future of any change in the mailing address of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the articles of organization<\/span> surrender comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of organization surrender<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The limited liability company<\/span> shall automatically cease to be a domestic limited liability company<\/span><\/span> when the certificate of organization surrender<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the former domestic limited liability company<\/span><\/span> intends to continue to transact business in the Commonwealth, then, within thirty days after the effective date of the certificate of organization surrender<\/span>, it shall deliver to the Commission<\/span> an application for a certificate of registration to transact business in the Commonwealth pursuant to § 13.1-1052<\/a> together with a copy of its instrument of domestication<\/span> and articles of organization<\/span> and all amendments thereto, duly authenticated by the Secretary of State or other official having custody<\/span> of limited liability company<\/span> records in the state or other jurisdiction<\/span> under whose laws<\/span> it is organized or domesticated. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSURRENDER OF ARTICLES OF ORGANIZATION UPON DOMESTICATION (\u00a7 13.1-1078)\n\nA. Whenever a domestic limited liability company has approved, in the manner\nrequired by this article, a plan of domestication providing for the limited\nliability company to be domesticated under the laws of another jurisdiction, the\nlimited liability company shall deliver to the Commission for filing articles of\norganization surrender setting forth:\n\n 1. The name of the limited liability company immediately before the filing of\n the articles of organization surrender;\n\n 2. The jurisdiction in which the limited liability company is to be\n domesticated and the name of the limited liability company upon its\n domestication under the laws of that jurisdiction;\n\n 3. The plan of domestication;\n\n 4. A statement that the plan of domestication was adopted by the limited\n liability company in accordance with § 13.1-1076;\n\n 5. A statement that the articles of organization surrender are being filed in\n connection with the domestication of the limited liability company as a\n foreign limited liability company to be organized under the laws of another\n jurisdiction and that the limited liability company is surrendering its\n certificate of organization under the laws of this Commonwealth;\n\n 6. A statement that the limited liability company revokes the authority of its\n registered agent to accept service on its behalf and appoints the clerk of the\n Commission as its agent for service of process in any proceeding based on a\n cause of action arising during the time it was organized in the Commonwealth;\n\n 7. A mailing address to which the clerk may mail a copy of any process served\n on him under subdivision 6; and\n\n 8. A commitment by the limited liability company to notify the clerk of the\n Commission in the future of any change in the mailing address of the limited\n liability company.\n\nB. If the Commission finds that the articles of organization surrender comply\nwith the requirements of law and that all required fees have been paid, it shall\nissue a certificate of organization surrender.\n\nC. The limited liability company shall automatically cease to be a domestic\nlimited liability company when the certificate of organization surrender becomes\neffective.\n\nD. If the former domestic limited liability company intends to continue to\ntransact business in the Commonwealth, then, within thirty days after the\neffective date of the certificate of organization surrender, it shall deliver to\nthe Commission an application for a certificate of registration to transact\nbusiness in the Commonwealth pursuant to § 13.1-1052 together with a copy\nof its instrument of domestication and articles of organization and all\namendments thereto, duly authenticated by the Secretary of State or other\nofficial having custody of limited liability company records in the state or\nother jurisdiction under whose laws it is organized or domesticated.\n\nHISTORY: 2006, c. 912; 2009, c. 201; 2016, c. 288.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}